Exhibit 10.3
VOTING AGREEMENT
October 21, 1998
Essex International Inc.
0000 Xxxx Xxxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Dear Sirs:
The undersigned, The Alpine Group, Inc., is the beneficial owner of
8,092,560 shares (the "Shares") of common stock, par value $.01 per share, of
Superior TeleCom Inc. (the "Company"). All terms used but not defined herein
shall have the meanings assigned to such terms in that certain Agreement and
Plan of Merger (the "Merger Agreement"), dated of even date hereof by and among
Essex International Inc., SUT Acquisition Corp. ("Merger Sub") and the Company.
The undersigned agrees that it will, at any meeting of the
stockholders of the Company, however called, or in connection with any written
consent of such stockholders, vote (or cause to be voted) the Shares then held
of record by the undersigned or which the undersigned has the right to vote (A)
in favor of (1) an amendment to the Certificate of Incorporation of the Company
to authorize additional shares of Preferred Stock, par value $.01 per share, of
the Company; (2) the issuance of Series A Convertible Preferred Stock, par value
$.01 per share, of the Company, in the case of clauses (1) and (2) hereof in
accordance with the terms of the Merger Agreement, Delaware Law and the
Certificate of Incorporation and By-Laws of the Company; and (3) any other
matters submitted to the stockholders of the Company to authorize or facilitate
the transactions contemplated by the Merger Agreement; and (B) against any
matters submitted to the stockholders of the Company inconsistent with the
transactions contemplated by the Merger Agreement.
The undersigned hereby permits the Company and Merger Sub to publish
and disclose in the Offer Documents and, if approval of the Company's
stockholders is required under applicable law, the S-4 Registration Statement
(including the Prospectus/Proxy Statement constituting a part thereof and all
documents and schedules filed with the SEC) its identity and ownership of the
Shares and the nature of its commitments, arrangements and understandings under
this letter agreement.
The undersigned agrees to use its best efforts to take, or cause to be
taken, all actions, and to do, or cause to be done, all things necessary, proper
to advisable under applicable laws and regulations to consummate and to make
effective the agreements contemplated by this letter agreement.
This letter agreement and the covenants hereunder shall attach to the
Shares and shall be binding upon any person or entity to which legal or
beneficial ownership of such Shares shall pass, whether by operation of law or
otherwise. This letter agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without giving effect to the
principles of conflicts of law thereof.
Sincerely,
THE ALPINE GROUP, INC.
By:
---------------------------------
Name: Bragi X. Xxxxx
Title: Executive Vice President
